APACHE CORP FORM 8-K (Current report filing) Filed 08/11/10 for the Period Ending 08/10/10 Address 2000 POST OAK BLVD STE 100 HOUSTON, TX 77056-4400 Telephone 7132966000 CIK 0000006769 Symbol APA SIC Code 1311 - Crude Petroleum and Natural Gas Industry Oil & Gas Operations Sector Energy Fiscal Year 12/31 http://www.edgar-online.com Copyright 2010, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2010 APACHE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-4300 41-0747868 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 (Address of principal executive offices, including zip code) (713) 296-6000 (Registrant s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets On August 10, 2010, Apache Corporation (the Company ), completed the previously announced acquisition of BP plc s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico, which consists of 10 Permian field areas with estimated proved reserves of 141 million boe (65 percent liquids), first-half 2010 net production of 15,110 barrels of liquids and 81 MMcf of gas per day, and two operated gas processing plants (collectively, the Permian Properties ). The Company acquired the Permian Properties pursuant to the terms and conditions set forth in a Purchase and Sale Agreement by and between BP America Production Company and ZPZ Delaware I LLC, dated July 20, 2010, a copy of which was filed as Exhibit 2.1 to the Company s Current Report on Form 8-K/A filed on July 21, 2010, and is incorporated herein by reference. The Company paid $3.1 billion for the Permian Properties, including a $1.5 billion deposit paid on July 30, 2010 and the balance paid on closing. The effective date of the transaction was July 1, 2010. BP plc will continue to operate the Permian Properties on the Company s behalf through November 30, 2010. The acquisition of the Permian Properties is one element of the Company s previously disclosed agreement to acquire all of BP plc s oil and gas operations, acreage and infrastructure in the Permian Basin and Egypt s Western Desert, and substantially all of BP plc s upstream natural gas business in western Alberta and British Columbia in Canada. Completion of the Company s acquisition of the assets in Canada and Egypt is subject to customary regulatory approvals and conditions. The Company financed the acquisition of the Permian Properties and is financing the Egypt and Canada properties with proceeds from its recently completed equity offerings, debt and cash on hand. Item 7.01. Regulation FD Disclosure The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as set forth by specific reference in such filing. On August 11, 2010, the Company issued a press release announcing that it had closed the acquisition of the Permian Properties, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit 2.1 Purchase and Sale Agreement by and between BP America Production Company and ZPZ Delaware I LLC dated July 20, 2010 (incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K/A, dated July 20, 2010, filed on July 21, 2010, SEC File No. 001-4300). Exhibit 99.1 Press release of Apache Corporation dated August 11, 2010. 2
S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APACHE CORPORATION Dated: August 11, 2010 By: /s/ John A. Crum John A. Crum Co-Chief Operating Officer and President North America 3
Exhibit Number Description EXHIBIT INDEX 2.1 Purchase and Sale Agreement by and between BP America Production Company and ZPZ Delaware I LLC dated July 20, 2010 (incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K/A, dated July 20, 2010, filed on July 21, 2010, SEC File No. 001-4300). 99.1 Press release of Apache Corporation dated August 11, 2010. 4
Exhibit 99.1 APACHE COMPLETES ACQUISITION OF BP PERMIAN BASIN ASSETS HOUSTON, Aug 11, 2010 Apache Corporation (NYSE, Nasdaq: APA) today announced it has completed the acquisition of BP s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico. Apache acquired 10 Permian field areas with estimated proved reserves of 141 million boe (65 percent liquids), first-half 2010 net production of 15,110 barrels of liquids and 81 MMcf of gas per day, and two operated gas processing plants. The transaction also included 1.7 million gross acres including 405,000 net mineral and fee acres in prospective areas of the basin with substantial opportunities for new drilling. Apache paid $3.1 billion for the Permian properties, including a $1.5 billion deposit paid July 30 and the balance paid on closing. Some of the properties are subject to certain preferential rights. The effective date of the transaction was July 1. BP will continue to operate the properties on Apache s behalf through Nov. 30. The Permian transaction is one element of Apache s previously announced agreement to acquire all of BP s oil and gas operations, acreage and infrastructure in the Permian Basin and Egypt s Western Desert and substantially all of BP s upstream natural gas business in western Alberta and British Columbia in Canada. Net production from the properties in the first half of 2010 was approximately 28,000 barrels of liquid hydrocarbons and 331 million cubic feet of gas (MMcf) per day, or a total of approximately 83,000 boe per day. Completion of Apache s acquisition of BP assets in Canada and Egypt is subject to customary regulatory approvals and conditions. Apache is financing the acquisitions with proceeds from its recently completed equity offerings, debt and cash on hand. Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina. From time to time, Apache posts announcements, updates and investor information, in addition to copies of all press releases, on its website, www.apachecorp.com. This news release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 including, without limitation, expectations, beliefs, plans and objectives regarding production and exploration activities. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties, including, without limitation, risks, uncertainties and other factors discussed in our most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K available on our website, http://www.apachecorp.com/, and in our other public filings and press releases. There is no assurance that Apache s expectations will be realized, and actual results may differ materially from those expressed in the forward-looking statements. We assume no duty to update these statements as of any future date. However, readers should review carefully reports and documents that Apache files periodically with the Securities and Exchange Commission.